SET Announcements
22 December 2005
Execute agreement,change authorized ,purchase shares TTW
(Translation)
No. CK-05-0000-PO-L-0321
December 22, 2005
Re: Notification of Resolutions of the Board of Directors
Meeting No. 7/2005
Attn: President of the Stock Exchange of Thailand
Reference is made to the fact that the Board of Directors
Meeting No. 7/2005, which was held on December 21, 2005, resolved on
various matters as per the following details:
1. Approval was granted for the Company and SouthEast Asia
Energy Limited (Subsidiary) to execute and/or ratify the execution of
the agreements relating to Nam Ngum 2 Dam Project as per the following
details:
1) The Shareholders Agreement
2) The Engineering, Procurement and Construction Contract
3) The Engineering, Procurement and Construction Contract
Direct Agreement
4) The Pledge of Shares Agreement
5) The Equity Contribution Agreement
6) The Equity Subordination Agreement
7) Loan Agreement
8) The Hydroelectric Power Project Concession Agreement
9) Credit Facility Agreement
10) Power Purchase Agreement
11) Other Contracts, Memorandum, Agreements, Documents
Relating to Operation of the Nam Ngum 2 Dam Project
2. Approval was granted for the Company to amend the number
of directors and change the Company's authorized signatory directors
due to the fact that Mr. Thavorn Trivisvavet, the Chairman of the
Company, had passed away on December 11, 2005. In this respect, the
Company's authorized signatory directors shall be changed from Mr.
Thavorn Trivisvavet and Mr. Plew Trivisvavet jointly sign and affix the
Company's seal or either Mr. Thavorn Trivisvavet or Mr. Plew
Trivisvavet and either Mrs. Saikasem Trivisvavet or Mr. Narong
Sangsuriya, totaling two directors, jointly sign and affix the
Company's seal" to "Two of the following three directors, namely, Mr.
Plew Trivisvavet, Mrs. Saikasem Trivisvavet, Mr. Narong Sangsuriya,
jointly sign and affix the Company's seal".
3. Approval was granted for the Company to purchase
ordinary shares for capital increase in the Thai Tap Water Supply Co.,
Ltd. (Subsidiary), from its existing registered capital of Baht 3,000
Million to be Baht 3,250 Million, by issuance of 2,500,000 shares for
capital increase at the par value of Baht 100 per share, and to
allocate 2,500,000 shares for capital increase at the price of Baht 290
per share to the Company's existing shareholders in accordance with
their respective shareholding so as to maintain the shareholding ratio
in the Thai Tap Water Supply Co., Ltd. at 90.17 percent of the
registered capital, being 2,254,250 shares as additionally purchased by
the Company at the price of Baht 290 per share, amounting to Baht
653,732,500.
Please be informed accordingly,
Very Truly Yours,
=signature=
(Mr. Plew Trivisvavet)
Chief Executive Officer
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